SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Additional Materials Commission Only (as permitted)
[ ] Soliciting Material Pursuant to by Rule 14a-6(e)(2)
Rule 14a-11(c) or Rule 14a-12
VENATOR GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
GREENWAY PARTNERS, L.P.
ALFRED D. KINGSLEY
GARY K. DUBERSTEIN
ANDREW P. HINES
HOWARD STEIN
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[x] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not applicable
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(2) Aggregate number of securities to which transaction applies: Not
applicable.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): Not
applicable.
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(4) Proposed maximum aggregate value of transaction: Not applicable.
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(5) Total Fee Paid: Not applicable.
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: Not applicable.
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(2) Form, Schedule or Registration Statement No.: Not applicable.
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(4) Date Filed: Not applicable.
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March 25, 1999
PRELIMINARY COPY
PROXY STATEMENT
OF GREENWAY PARTNERS, L.P.
IN CONNECTION WITH THE
1999 ANNUAL MEETING OF SHAREHOLDERS
OF VENATOR GROUP, INC.
This Proxy Statement is being furnished to shareholders of Venator Group,
Inc. (the "Company") in connection with a solicitation by Greenway Partners,
L.P. ("Greenway") and the other participants described below under "Certain
Information Concerning Greenway and the other Participants in the Solicitation."
Greenway and its affiliates ("we" or the "Greenway Group") collectively
constitute the Company's largest holders of shares of common stock, par value
$.01 per share ("Common Stock"). The Greenway Group owns, in the aggregate,
14.8% of the Company's outstanding shares of Common Stock. This Proxy Statement
is for use at the 1999 Annual Meeting of Shareholders of the Company and at any
adjournments thereof (the "1999 Annual Meeting"). According to Section 2 of
Article I of the Company's By-Laws (the "By-laws"), an annual meeting of
shareholders shall be held on such date as may be determined by the Company's
Board of Directors (the "Board"). The Company has announced that the 1999 Annual
Meeting will be held on June 10, 1999 in New York City but, to Greenway's
knowledge, has not yet announced the exact place of, or the record date for
shareholders entitled to vote at, the 1999 Annual Meeting. Greenway expects that
the Company will provide such information in due course. Only shareholders of
record at the close of business on the record date will be entitled to notice of
and to vote at the 1999 Annual Meeting.
NO PROXY CARD FOR USE AT THE 1999 ANNUAL MEETING IS INCLUDED WITH THIS
PROXY STATEMENT BUT ONE WILL BE PROVIDED BY GREENWAY AFTER THE COMPANY NOTIFIES
SHAREHOLDERS OF THE RECORD DATE AND MATTERS TO BE VOTED UPON AT THE 1999 ANNUAL
MEETING OR AT AN EARLIER DATE IF GREENWAY DEEMS IT APPROPRIATE. ANY PROXY CARD
SO DISTRIBUTED BY GREENWAY WILL BE ACCOMPANIED OR PRECEDED BY A REVISED PROXY
STATEMENT SETTING FORTH THE DATE, TIME AND EXACT LOCATION OF THE 1999 ANNUAL
MEETING AS ANNOUNCED BY THE COMPANY. Any shareholder who executes and delivers
such Proxy will have the right to revoke it at any time before it is exercised,
by filing with Greenway at 277 Park Avenue, New York, New York 10172 or with the
Secretary of the Company at its principal executive offices at 233 Broadway, New
York, New York 10279, an instrument revoking it or a duly executed proxy bearing
a later date, or, by appearing in person and voting at the 1999 Annual Meeting.
This Proxy Statement is first being sent or given to one or more
shareholders on or about March [ ], 1999. The Company has reported in the proxy
statement relating to the Annual Meeting of Shareholders held on June 11, 1998
(the "1998 Annual Meeting") that, as of April 23, 1998, the record date for such
meeting, the Company's outstanding voting securities consisted of 135,251,929
shares of Common Stock. According to the Company's quarterly report on Form 10-Q
for the fiscal quarter ended October 31,
NYFS11...:\92\56392\0003\2220\STN2149N.42H
1998, there were 135,614,566 shares of Common Stock outstanding on November 27,
1998 and, unless otherwise indicated, references herein to the percentage of
outstanding shares of Common Stock owned by any person were computed based upon
such number of outstanding shares. Each share of Common Stock is entitled to one
vote.
The Proxy Statement and a form of proxy will be delivered to holders of at
least the percentage of the Company's Common Stock required under applicable law
to carry the Proposals (as hereinafter defined). See "Vote Required."
THE PROPOSALS
As more fully discussed below, Greenway is soliciting proxies in
connection with the 1999 Annual Meeting (i) for the election of Alfred D.
Kingsley, Gary K. Duberstein, Andrew P. Hines and Howard Stein (collectively,
the "Greenway Nominees") as directors of the Company, (ii) in favor of a
proposal recommending that the Company change its name back to Woolworth
Corporation (the "Woolworth Proposal"), and (iii) in favor of a proposal
recommending that the board of directors of the Company redeem the rights
distributed under the Rights Agreement dated as of March 11, 1998, terminate
such Rights Agreement and not adopt any new rights agreement unless approved by
the affirmative vote of the holders of a majority of the outstanding Shares (the
"Poison Pill Proposal"). The proposed election of the Greenway Nominees, the
Woolworth Proposal and Poison Pill Proposal are referred to herein collectively
as the "Proposals."
PROPOSAL FOR ELECTION OF DIRECTORS
Greenway is soliciting the proxies of shareholders for the election of the
Greenway Nominees as directors of the Company at the 1999 Annual Meeting, to
serve until their successors are duly elected and qualified.
On March 25, 1999, Greenway provided written notice to the Company of its
intent to nominate the Greenway Nominees for election to the Board. Such notice
was provided pursuant to Section 2 of Article II of the Company's By-laws which
sets forth certain requirements for shareholders intending to nominate
candidates for election to the Board, including, in general, the requirement
that a notice containing specified information be submitted to the Company at
least 75 days prior to any meeting of shareholders called for the purpose of
electing directors. For information concerning the Greenway Nominees, see "The
Greenway Nominees" below.
In accordance with the Company's Certificate of Incorporation and By-laws
and the New York Business Corporation Law, the Company's Board of Directors is
to consist of not less
2
than nine nor more than seventeen directors, as may be determined by resolution
adopted by a majority of the entire Board. The directors are to be divided into
three classes as nearly equal in number as possible. At each annual meeting of
shareholders, members of one of the classes, on a rotating basis, are elected
for a three-year term. Based on information contained in reports filed by the
Company with the Securities and Exchange Commission, the Board is currently
comprised of eleven directors, four of whom have terms that expire in 1999, and
according to the Company's Proxy Statement for the 1998 Annual Meeting of
Shareholders, four directors are to be elected at the 1999 Annual Meeting. The
Greenway Nominees, if elected, would serve for the term expiring in 2002. If any
additional directorships are to be voted upon at the 1999 Annual Meeting,
Greenway reserves the right to nominate additional persons to fill such
positions.
If the Greenway Nominees are elected and take office as directors, they
intend to discharge their duties as directors of the Company in compliance with
all applicable legal requirements, including the general fiduciary obligations
imposed upon corporate directors.
The Greenway Nominees
Each of the Greenway Nominees has consented to serve as a director if
elected. There are no arrangements or understandings between any such nominee
and any other person pursuant to which he was selected as a Greenway Nominee,
except that Greenway has agreed to indemnify Messrs. Hines and Stein against
certain potential liabilities that could arise out of or result from serving as
Greenway Nominees. The information below concerning age, principal occupation,
directorships and beneficial ownership of Common Stock has been furnished by the
respective Greenway Nominees.
3
Present Principal Occupa- Number of
tion and Principal Occupa- Shares of Percent
Name, Business tions During Last Five (5) Common Stock of Common
Address and Age Years; Directorships Owned Stock
- --------------- -------------------- ----- -----
Alfred D. Kingsley Senior Managing Director 19,979,022(1) 14.7%
c/o Greenway Partners, of Greenway (an investment
L.P. partnership) since March
277 Park Avenue 1993; director of Outboard
New York, New York Marine Corporation (a
10172 manufacturer of outboard
Age 56. marine engines and boats)
since September 1997. Mr.
Kingsley is also a
Director of ACF
Industries, Incorporated
(a manufacturer and lessor
of rail cars).
Gary K. Duberstein Managing Director of 19,437,222(1) 14.3%
c/o Greenway Partners, Greenway since March 1993;
L.P. director of Outboard
277 Park Avenue Marine Corporation since
New York, New York September 1997.
10172
Age 44.
Andrew P. Hines Executive Vice President, 590 *
c/o Outboard Marine Chief Financial Officer
Corporation and a Director of Outboard
100 Sea Horse Drive Marine Corporation since
Waukegan, IL 60085 October 1997; Chief
Age 59. Financial Officer, Wise
Foods, Inc., May 1997 to
September 1997; Senior Vice
President and Chief Financial
Officer of Woolworth Corporation
from 1994 until April 1997.
Howard Stein Mr. Stein was Chairman and 120,000(2) *
c/o Greenway Partners, Chief Executive Officer of
L.P. the Dreyfus Corporation
277 Park Avenue from 1970 until August
New York, New York 1996. Former Director,
10172 Mellon Bank Corporation.
Age 72.
- ------------------
(1) Includes 19,437,222 shares of Common Stock beneficially owned by Greenway
and its affiliates (as described in "Certain Information Concerning
Greenway and the Other Participants in the Solicitation" below),
representing approximately 14.3% of the outstanding shares of Common
Stock. 541,800 of the shares of Common Stock beneficially owned by Mr.
Kingsley are directly beneficially owned by him.
(2) Mr. Stein has an account managed by Greenbelt Corp. ("Greenbelt"), an
affiliate of Messrs. Kingsley and Duberstein, which account contains,
among
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other securities, 1,154,000 shares of Common Stock, representing less
than 1% of the outstanding shares of Common Stock. Greenbelt also
manages accounts for family members and employees of Mr. Stein that
contain 846,000 shares of Common Stock, representing less than 1% of the
outstanding shares of Common Stock. Mr. Stein disclaims beneficial
ownership of all shares of Common Stock held in accounts managed by
Greenbelt. Mr. Stein also is a limited partner of Greenway. Mr. Stein
disclaims beneficial ownership of shares of Common Stock beneficially
owned by Greenway. Mr. Stein is the direct beneficial owner of 120,000
shares of Common Stock, representing less than 1% of the outstanding
shares of Common Stock. Greenway and its affiliates disclaim beneficial
ownership of such shares.
* Less than one percent.
All transactions in securities of the Company engaged in by any proposed
Greenway Nominee herein during the past two years are summarized on Appendix A.
Reasons for Nomination of the Greenway Nominees
The Greenway Group has been a long term and active shareholder of the
Company. We began purchasing shares of the Company's Common Stock during 1994,
our first year of investing at Greenway, and have purchased substantial numbers
of shares of Common Stock in each subsequent year. We believe that our ownership
of approximately 20,000,000 shares makes us the Company's largest shareholder.
Our investment in the Company represents one of the largest commitments of
capital in our portfolio. Consequently, the successful management of the Company
is of the utmost importance to us. Indeed, as many of our fellow shareholders
know, we have followed the Company closely and have put forth shareholder
proposals at the Company's Annual Meetings in 1996, 1997 and 1998.
Although the Greenway Group continues to believe that there is great value
in the Company, we are growing concerned about the apparent inability of the
management of the Company to have such value reflected in the stock market
price. The closing price of a share of Common Stock of the Company was $20 3/8
on December 31, 1997, $19 13/16 on June 11, 1998 (the day of the 1998 Annual
Meeting) and $6 1/2 on December 31, 1998. During the past 52 weeks, the price of
a Share has been as high as $27 1/4 (on March 26, 1998) and as low as $3 3/16
(on February 18, 1998). Yesterday's closing price of $6 1/16 per share on March
24, 1999 means the Shares have lost over 75% of their value from their 52-week
high. According to the 1998 "Shareholder Scorecard", covering 1,000 major U.S.
Companies compiled by The Wall Street Journal in its issue dated February 25,
1999, the Company's Shares ranked as the seventh worst performing stock over a
one-year period, and the second worst performing stock over a five-year period,
based on total return to shareholders.
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In the March 10, 1999 press release issued by the Company reporting on
results for the fourth quarter and year ended January 30, 1999, the Company's
Chairman of the Board and Chief Executive Officer states: "We are disappointed
in the Company's 1998 financial results...." So are we. Our disappointment in
the results and in the performance of the stock price has led us to seek
representation on the board of directors so that we may have a better
understanding of the problems facing our Company and, most importantly--a voice
in solving them. Given our large equity stake in the Company, we intend to be
extremely vigilant as directors. If elected, we will seek to protect the value
of both our nearly 20,000,000 shares and the value of everyone else's shares.
The success of any company is highly dependent on the performance of its
top executive officers. The selection of these individuals is one of the most
important responsibilities of any Board of Directors. Roger N. Farah is the
Chairman of the Board and Chief Executive Officer of the Company. According to
publicly filed documents, Mr. Farah has an employment agreement with the Company
pursuant to which he receives a base salary of $1,500,000 and participates in
various bonus plans. The term of Mr. Farah's contract began in December 1994 and
ends on January 31, 2000. Dale W. Hilpert is the President and Chief Operating
Officer of the Company. According to publicly filed documents, Mr. Hilpert has
an employment agreement with the Company pursuant to which he receives a base
salary of not less than $825,000 and participates in various bonus plans. The
term of Mr. Hilpert's contract began on May 1, 1997 and terminates on April 30,
2000. The terms of the employment agreements of each of Messrs. Farah and
Hilpert should be summarized in either the Annual Report on Form 10-K for the
fiscal year ended January 31, 1999 or proxy statement for the 1999 Annual
Meeting to be filed by the Company with the Securities and Exchange Commission
and the full contracts should be filed as an exhibit to such Form 10-K (or
incorporated therein by reference).
IF ELECTED, THE GREENWAY NOMINEES INTEND TO URGE THE BOARD OF DIRECTORS TO
UNDERTAKE A SERIOUS REVIEW OF THE PERFORMANCE OF EACH OF MESSRS. FARAH AND
HILPERT. GIVEN THE PERFORMANCE OF THE COMPANY, WE BELIEVE THE BURDEN WILL BE ON
EACH OF MESSRS. FARAH AND HILPERT TO DEMONSTRATE WHY THEIR RESPECTIVE CONTRACTS
SHOULD BE RENEWED.
By running our own slate of nominees, we believe we are giving
shareholders a choice. If you are satisfied with the performance of the Company
and its stock price, no doubt, you will reelect management's nominees. But, if
you--like us--are not satisfied and if you believe that the Company would
benefit by having nominees selected by the Company's largest shareholders serve
on the Board, we urge you to support the Greenway Nominees.
6
WOOLWORTH PROPOSAL
Greenway proposes, for the reasons stated below, the adoption by the
shareholders of the following resolution (the "Woolworth Proposal").
RESOLVED, that it is hereby recommended that the Company
change its name from Venator Group, Inc.
back to Woolworth Corporation.
As you may recall in a letter to our fellow investors last year, we noted
that Shakespeare once asked: 'What's in a name?' before concluding that a rose
by any other name would smell as sweet. With some whimsy, we penned an "Ode to
Venator" in iambic pentameter and pictured the Bard as joining with those who
cannot abide the smell of the name Venator Group, Inc. As noted above, on the
day of the 1998 Annual Meeting--the last day when our Company was called
Woolworth--its share price was $19 13/16. As of yesterday (March 24, 1999), the
share price of Venator was $6 1/16, a drop of over nearly 70%. As the Company's
largest shareholder, we find nothing even remotely whimsical about such a
precipitous price drop. We do not, of course, attribute the entire decline to
the unfortunate name change. But still, one can ask 'What's in a name?'
Indeed, a board of directors of another multi-billion corporation posed
that question in 1987. United Airlines had just changed its name to Allegis in a
move apparently spearheaded by its chairman. Allegis was explained initially by
that company as a combination of the words allegiance and aegis. But a well
known investor called the name "better suited to the next world-class disease".
In any event, after the resignation of that company's chairman, its board of
directors opted to return to its well known name as United Airlines, despite
having spent, according to published reports, $7.3 million for the name change
and using the name Allegis for only six weeks.
The name Woolworth first appeared on stores on Main Streets well over one
hundred years ago, and is well known not only in the United States but in
countries around much of the world. The name so well known on Main Streets found
its way to Wall Street on 1912, when Frank Winfield Woolworth joined his stores
with those of five other partners and sold the first publicly offered shares of
F.W. Woolworth Company. With the widespread recognition that comes from some 86
years of use on the trading floor, we continue to think it was unwise for the
Company to change its corporate name to Venator--a name with a meaning known by
virtually no one. To us, the whole name issue has raised a deeper concern. Our
company is engaged in the retailing business where marketing decisions are key.
Naming the Company is, in our opinion, a marketing issue. If the Company will
give up a well known name like Woolworth in favor of
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Venator, we are concerned about other marketing decisions it may be making. In
other words, management's decision to support dropping the corporate name
Woolworth in favor of Venator was a contributing factor in our decision to seek
board representation.
After almost a full year of operation under its new name, there is still
no name recognition among the general public of Venator, and thus diminished
interest in its stock. We feel that changing the Company's name back to
Woolworth Corporation will instantly re-create the name recognition management
has squandered. A name as well known as Woolworth has value, which we believe
will be reflected in an increased stock price.
* * *
WE URGE SHAREHOLDERS TO VOTE FOR OUR PROPOSAL RECOMMENDING THAT THE
COMPANY CHANGE ITS NAME BACK TO WOOLWORTH CORPORATION. IF OUR NOMINEES ARE
ELECTED TO THE BOARD OF DIRECTORS, THEY INTEND TO SUPPORT CHANGING OUR COMPANY'S
NAME BACK TO WOOLWORTH CORPORATION.
POISON PILL PROPOSAL
Greenway proposes, for the reasons stated below, the adoption by the
shareholders of the following resolution (the "Poison Pill Proposal"):
RESOLVED, that it is hereby recommended that the Board of
Directors redeem the rights distributed under the Rights Agreement dated
as of March 11, 1998, terminate such Rights Agreement, and that any new
Rights Agreement shall not be adopted unless approved by the affirmative
vote of the holders of a majority of the outstanding shares of the
Company.
At the 1998 Annual Meeting, a shareholder proposal similar to the Poison
Pill Proposal (the "1998 Poison Pill Proposal") was approved by the holders of
approximately 79% of the shares of Common Stock present and voting on the
matter. Notwithstanding this overwhelming vote, the Board of Directors did not
follow such recommendation. The 1998 Poison Pill Proposal, proposed by the
Southern Regional Joint Board of the Union of Needletracks, Industrial and
Textile Employees, requested that the Preferred Share Purchase Rights be allowed
to expire by their terms in 1998, and that the Board of Directors not adopt a
new Rights Plan without the approval of a majority of outstanding shares at a
meeting of the shareholders. Despite having notice of the 1998 Proposal, the
Board of Directors adopted a new Rights Agreement dated as of March 11, 1998
(the
8
"Renewed Rights Agreement") prior to the 1998 Annual Meeting, a clear example of
the Board's insensitivity to the wishes of the shareholders, and their
willingness to take affirmative steps to keep themselves entrenched in their
current positions.
Approximately 79% of the votes cast at the 1998 Annual Meeting were in
favor of the 1998 Proposal, yet the Board has not rescinded the outstanding
rights and the Renewed Rights Agreement remains in place. According to a 1999
report by the Investor Responsibility Research Center ("IRRC"), such shareholder
vote was one of the highest tallies ever recorded on an anti-pill resolution
opposed by management. A clear message must be delivered to the Board that the
shareholders are displeased with the Board's blatant disregard of our wishes,
and that we want to control the destiny of the Company.
The Renewed Rights Agreement would cause substantial dilution to a person
or group that attempts to acquire the Company on terms not approved by the
Company's Board of Directors. Greenway believes that these devices, often called
"poison pills", serve to insulate management from direct shareholder
accountability. Indeed, the Company's actions in instituting the Renewed Rights
Agreement while aware of the 1998 Proposal and, then, not responding to an
overwhelming vote of its shareholders demonstrates just such insulation. This
resolution merely asks that when the Company seeks to "protect" its shareholders
through a "rights plan" that it first asks its shareholders' opinion.
Certain Advantages and Disadvantages
of the Poison Pill Proposal
The Poison Pill Proposal is non-binding on the Company's Board of
Directors; and, even if it is adopted by the shareholders, the Board would have
no obligation to take any action.
It has been established under New York law that a board of directors may
generally adopt a rights plan without shareholder approval and, since the
1980's, many companies have in fact put rights plans in place without
shareholder approval. Poison pills are considered extremely potent corporate
takeover defense mechanisms. It is possible that should the Company's Board
adopt the Poison Pill Proposal, the Board's ability to adopt a poison pill to
fend off hostile takeovers may be impeded due to the constraints on the adoption
of rights plans imposed by the Poison Pill Proposal. Proponents of poison pills
assert that rights plans enable the board to respond in an orderly manner to
unsolicited bids by providing sufficient time to carefully evaluate the fairness
of an unsolicited offer and the credibility of the bidder, and thereby giving
the board the flexibility to explore alternative strategies for maximizing
shareholder value.
9
They also assert that rights plans provide incentives for a potential acquirer
to negotiate in good faith with the board, and that such negotiations are likely
to maximize value for shareholders by soliciting the highest possible price from
the bidder.
In recent years, shareholders have, with increased frequency, taken steps
to oppose the unilateral adoption of rights plans by management. According to a
1998 report by the IRRC, shareholder proponents submitted 23 anti-pill proposals
to 22 companies in 1998 (including Woolworth) and, according to a 1999 report by
the IRRC, 35 anti-pill proposals have been submitted for 1999. According to the
1998 report of the IRRC, in 1997, proposals to redeem or permit shareholder
voting on poison pills were passed at thirteen companies, including Bausch &
Lomb, CSX, Columbia/HCA Healthcare, Consolidated Natural Gas, Digital Equipment,
Fleming, Fluor, Lukens, Mallinckrodt, PLM International, SuperValu, Talley
Industries and Wellman. According to the 1999 report, in 1998, proposals to
redeem or permit shareholder voting on poison pills were passed at nine
companies, including Avondale Industries, CSX, Consolidated Natural Gas, GRC
International, Jostens and Quaker Oats as well as the Company. Shareholders have
opposed poison pills on the grounds that poison pills force potential investors
to negotiate potential acquisitions with management, instead of making their
offer directly to the shareholders. Shareholder proponents further assert that
poison pills can pose such an obstacle to a takeover that management becomes
entrenched. Greenway believes that such entrenchment and the consequential lack
of accountability may adversely affect shareholder value.
Greenway believes that it is essential to prevent such entrenchment and
that shareholders be given an opportunity to determine whether a poison pill is
the best and most appropriate mechanism for defending the Company against
hostile bids. Poison pills insulate management from the threat of a change of
control. They provide a target's board with veto power over takeover bids, even
when shareholders believe that such bids are in their best interests. A
management group that is responsive to its shareholders and, accordingly, is
seeking to foster corporate growth and shareholder value may be the most
effective tool in fighting off abusive takeover bids. Although since the initial
adoption of poison pills in the 1980's there have been several studies of poison
pills, there is a lack of consensus that rights plans are effective in obtaining
maximum value for shareholders. Greenway believes that the Board's unilateral
adoption of the Renewed Rights Agreement is a further demonstration of its
unwillingness to be responsive to its shareholders. The shareholders, as the
owners of the Company, should have the right to consider whether a rights plan
is appropriate for this Company and the adoption of the Poison Pill Proposal
would send a message
10
to the Board that the shareholders oppose their unilateral adoption of the
Renewed Rights Agreement.
* * *
GREENWAY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ADOPTION OF THE
POISON PILL PROPOSAL. IF OUR NOMINEES ARE ELECTED THEY INTEND TO SUPPORT A
REDEMPTION OF RIGHTS DISTRIBUTED UNDER, AND A TERMINATION OF, THE RIGHTS
AGREEMENT TOGETHER WITH A PROHIBITION ON THE ADOPTION OF A NEW RIGHTS AGREEMENT
WITHOUT SHAREHOLDER APPROVAL.
NATURE OF PROPOSALS
As stated above, both the Poison Pill Proposal and the Woolworth Proposal
are non-binding recommendations; even if the shareholders adopt these proposals,
the Company's Board of Directors would not be required to take the recommended
actions.
VOTE REQUIRED
The proposed election of directors requires the affirmative vote of a
plurality of the stock of the Company having voting power present in person or
represented by proxy and entitled to vote thereon at the Annual Meeting. Votes
that are withheld for director nominees and broker non-votes will be disregarded
and will not affect the outcome of the election.
Approval of each of the Poison Pill Proposal and the Woolworth Proposal
requires the affirmative vote of a majority of the votes of the voting
securities of the Company present in person or represented by proxy and entitled
to vote thereon at the Annual Meeting. Votes that are withheld will have the
effect of votes against these proposals, while broker non-votes will not affect
the outcome.
CERTAIN INFORMATION CONCERNING GREENWAY
AND THE OTHER PARTICIPANTS IN THE SOLICITATION
Information concerning Greenway, Alfred D. Kingsley and Gary K.
Duberstein, Andrew P. Hines and Howard Stein, who are each "participants in the
solicitation" as defined in the proxy rules promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, and
their affiliates and associates, is set forth on Appendix A hereto.
Greenway, Kingsley, Duberstein, Hines and Stein and each of their
affiliates and associates, intend to vote their shares of the Company's Common
Stock in accordance with the recommendations of Greenway set forth herein.
11
CERTAIN INTERESTS IN THE PROPOSALS AND
WITH RESPECT TO SECURITIES OF THE ISSUER
To the knowledge of the Greenway Group, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among
Greenway, any other member of the Greenway Group or their respective associates
or controlling persons or between Greenway or any of the foregoing persons with
respect to any securities of the Company except as follows: As described in
Appendix A hereto, the respective partnership agreements of Greenway and
Greentree Partners, L.P. ("Greentree"), an affiliate of Greenway, each contains
provisions whereby its general partners (i.e., Greenhouse Partners, L.P. and
Greenhut, L.L.C. in the case of Greenway and Greentree, respectively, each
affiliates of Greenway) will receive annually a certain percentage of realized
and unrealized profits, if any, derived from the partnership's investments. The
agreements governing Greensea Offshore, L.P. ("Greensea"), an affiliate of
Greenway, provide that Greenhut Overseas, L.L.C., an affiliate of Greenway that
acts as its investment general partner, will receive annually a certain
percentage of realized and unrealized profits, if any, derived from Greensea's
investments. Greenbelt Corp., an affiliate of Greenway, also receives annually a
certain percentage of realized and unrealized profits, if any, resulting from
the investments in each of its managed accounts.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table presents, as of April 9, 1998, based solely on
information contained in the Company's proxy statement in connection with its
1998 Annual Meeting, the Common Stock beneficially owned (as that term is
defined by the Securities and Exchange Commission) by all directors, nominees
and named executive officers of the Company, and the directors, nominees and
executive officers of the Company as a group. This beneficially owned Common
Stock includes shares of Common Stock which they had a right to acquire within
60 days of such date by the exercise of options granted under the Company's
stock option plans.
Except as otherwise noted in a footnote below, each director, nominee and
executive officer has sole voting and investment power with respect to the
number of shares of Common Stock set forth opposite his or her name in the
table.
AMOUNT AND
NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP
------------------------ --------------------
J. Carter Bacot.....................................3,361
M. Jeffrey Branman...............................80,079(a)
12
Purdy Crawford.....................................10,732
John E. DeWolf III...............................30,000(b)
Roger N. Farah..................................987,916(c)
Philip H. Geier Jr..................................4,732
Jarobin Gilbert Jr....................................879
John F. Gillespie................................30,079(d)
Dale W. Hilpert.................................406,732(e)
Allan Z. Loren........................................100
Margaret P. MacKimm.................................4,861
John J. Mackowski...................................4,726
James E. Preston.................................10,656(f)
Christopher A. Sinclair.............................2,832
All 18 directors, nominees and
executive officers as a group,
including the named executive
officers ...................................1,743,290(g)
(a) Includes 75,000 shares of Common Stock that may be acquired by the
exercise of stock options and 79 shares of Common Stock held in the
Company's 401(k) Plan.
(b) Represents shares of Common Stock that may be acquired by the exercise of
stock options.
(c) Includes 800,000 shares of Common Stock that may be acquired by the
exercise of stock options and 66 shares of Common Stock held in the
Company's 401(k) Plan.
(d) Includes 30,000 shares of Common Stock that may be acquired by the
exercise of stock options and 79 shares of Common Stock held in the
Company's 401(k) Plan.
(e) Includes 399,999 shares of Common Stock that may be acquired by the
exercise of stock options and 510 shares of Common Stock held in the
Company's 401(k) Plan.
(f) Excludes 50 shares of Common Stock owned by Mr. Preston's stepchildren,
with respect to which Mr. Preston disclaims beneficial ownership.
(g) This figure represents approximately 1.29 percent of the shares of Common
Stock outstanding at the close of business on April 9, 1998. It includes
all of the shares referred to in footnotes (a) through (f) above, a total
of 154,997 shares of Common Stock that may be acquired within 60 days
after April 9, 1998 by three executive officers of the Company (excluding
the named executive officers) by the exercise of stock options, and 653
shares of Common Stock held by three executive officers (excluding the
named executive officers) in the Company's 401(k) Plan.
13
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of April 9, 1998, based solely, except
as otherwise described herein, on information contained in the Company's proxy
statement for the 1998 Annual Meeting, the number and percentage of outstanding
shares of Common Stock beneficially owned by each person known to Greenway as of
such date to be the beneficial owner of more than five percent of the
outstanding shares of Common Stock. The information with respect to the Greenway
Group has been provided by the members thereof as of March 24, 1999.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
OF BENEFICIAL OWNER (a) BENEFICIAL OWNERSHIP OF CLASS
- ----------------------- -------------------- --------
Greenway Partners, L.P., 19,979,022 (b) 14.7%
Greentree Partners, L.P.
Greenhut, L.L.C.,
Greenbelt Corp.,
Greenhouse Partners, L.P.,
Greenhut Overseas, L.L.C.,
Alfred D. Kingsley,
and Gary K. Duberstein
277 Park Avenue
New York, NY 10172
Greensea Offshore, L.P.
P.O. Box 1561
Mary Street
Grand Cayman, Cayman Islands
British West Indies
Ark Asset Management 8,901,800 (c) 6.6%
Co., Inc.
One New York Plaza
New York, NY 10004
Boston Partners Asset 8,840,937 (d) 6.6%
Management, L.P.
Boston Partners, Inc.,
and Desmond John Heathwood
One Financial Center
Boston, MA 02111
(a) Omits information concerning 23,504,800 shares of Common Stock reported as
beneficially owned as of December 31, 1997 in the Company's Proxy
Statement for the 1998 Annual Meeting by the Capital Group Companies, Inc.
and certain of its affiliates. The entities reporting beneficial ownership
of such shares reported, on Schedule 13G and on Schedule 13G/A, filed on
February 11, 1999 and February 12, 1999 with the
14
Securities and Exchange Commission (the "SEC") that such entities held
voting power and dispositive power with respect to no shares of Common
Stock.
(b) Reflects shares beneficially owned as of March 15, 1999, according to
Amendment No. 8 to a statement on Schedule 13D filed with the SEC. As
reported in the 13D, Greenway Partners, L.P. holds sole voting and
dispositive power with respect to 2,350,000 shares, Greentree Partners,
L.P. holds sole voting and dispositive power with respect to 1,500,900
shares, Greenhouse Partners, L.P. holds shared voting and dispositive
power with respect to 2,350,000 shares; Greenhut, L.L.C. holds shared
voting and dispositive power with respect to 1,500,900 shares; Greenbelt
Corp. holds sole voting and dispositive power with respect to 13,336,322
shares, Greensea Offshore, L.P. holds sole voting and dispositive power
with respect to 2,250,000 shares; Greenhut Overseas, L.L.C. holds shared
voting and dispositive power with respect to 2,250,000 shares; Alfred D.
Kingsley holds sole voting and dispositive powers with respect to 541,800
shares and shared voting and dispositive power with respect to 19,437,222
shares; and Gary K. Duberstein holds shared voting and dispositive power
with respect to 19,437,222 shares. The foregoing table does not reflect
shares of Common Stock beneficially owned directly by Mr. Hines or Mr.
Stein. Greenway and its affiliates each disclaim beneficial ownership of
such shares.
(c) Reflects shares beneficially owned as of December 31, 1997, according to a
statement on Schedule 13G filed with the SEC. As reported in the 13G, Ark
Asset Management Co., Inc. holds sole voting power with respect to
6,606,400 shares and sole dispositive power with respect to 8,901,800
shares.
(d) Reflects shares beneficially owned as of December 31, 1997, according to a
statement on Schedule 13G filed with the SEC. As reported in the 13G,
Boston Partners Asset Management, L.P. ("BPAM"), an investment adviser,
owns of record 8,804,937 shares. Boston Partners, Inc. is the sole general
partner of BPAM, and Mr. Heathwood is the principal shareholder of Boston
Partners, Inc. As such, they may be deemed to own beneficially all of the
shares owned of record by BPAM. The shareholders held shared voting and
dispositive power with respect to 8,840,937 shares.
PROXY SOLICITATION; EXPENSES
Proxies may be solicited by Greenway, partners and employees of Greenway,
and by the other Participants by mail, telephone, telecopier, the Internet and
personal solicitation. Regular employees of Greenway and its affiliates may be
used to solicit
15
proxies and, if used, will not receive additional compensation for such efforts.
Banks, brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward the solicitation material of the Greenway Group to their
customers for whom they hold shares, and Greenway will reimburse them for their
reasonable out-of-pocket expenses.
The entire expense of preparing, assembling, printing and mailing this
Proxy Statement and related materials, and the cost of soliciting proxies for
the proposals endorsed by the Greenway Group, will be borne by Greenway.
Greenway estimates such expenses to be $100,000 (including professional fees and
expenses, but excluding any costs represented by salaries and wages of regular
employees of Greenway and its affiliates). The total expenditures to date have
been approximately $20,000, paid by Greenway. Greenway does not intend to seek
reimbursement from the Company for Greenway's expenses.
16
SHAREHOLDERS' PROPOSALS IN COMPANY'S PROXY STATEMENT
Pursuant to Rule 14a-8(e)(2) under the Exchange Act, any proposal by a
shareholder at the Annual Meeting to be included in the Company's proxy
Statement must be received in writing at the Company's principal executive
offices not less than 120 calendar days in advance of the date of the Company's
proxy statement released to security holders in connection with its 1998 Annual
Meeting of Shareholders. Accordingly, any such shareholder proposal should have
been so received by the Company no later than January 5, 1999.
Dated: March 25, 1999
Sincerely,
Your Fellow Shareholders,
Greenway Partners, L.P.
Alfred D. Kingsley
Gary K. Duberstein
Andrew P. Hines
Howard Stein
17
APPENDIX A
Information is being given herein for (i) Greenway Partners, L.P.
("Greenway"), (ii) Alfred D. Kingsley ("Kingsley"), a natural person and nominee
for the Board of Directors of the Company, (iii) Andrew P. Hines, a natural
person and nominee for the Board of Directors of the Company, ("Hines"), (iv)
Howard Stein, a natural person and nominee for the Board of Directors of the
Company, ("Stein") and (v) Gary K. Duberstein, a natural person and nominee for
the Board of Directors of the Company, ("Duberstein") who are each a
"participant in a solicitation" as defined under the proxy rules (collectively,
the "Participants").
Information is also given for Greentree Partners, L.P. ("Greentree"),
Greenhouse Partners, L.P. ("Greenhouse"), Greenhut, L.L.C. ("Greenhut"),
Greenbelt Corp. ("Greenbelt"), Greensea Offshore, L.P. ("Greensea"), Greenhut
Overseas, L.L.C. ("Greenhut Overseas"), which are each "associates", as defined
under the proxy rules, of Greenway, Kingsley and Duberstein.
Each of Greenway, Greentree and Greenhouse is a Delaware limited
partnership. Each of Greenhut and Greenhut Overseas is a Delaware limited
liability company. Greenbelt is a Delaware corporation. Greensea is an exempted
limited partnership formed under the laws of the Cayman Islands.
Greenway, Greentree and Greensea are principally engaged in the business
of investing in securities. The principal business of Greenhouse is being the
general partner of Greenway. The principal business of Greenhut is being the
general partner of Greentree. The principal business of Greenhut Overseas is
being the investment general partner of Greensea. The principal business of
Greenbelt is managing a small number of accounts containing securities for which
Greenbelt has voting and dispositive power, and, consequently, is the beneficial
owner.
The present principal occupation of each of Kingsley and Duberstein is
participating in the management of Greenhouse, Greenhut and Greenhut Overseas.
In addition, Mr. Kingsley is senior managing director, and Mr. Duberstein is
managing director, of both Greenway and Greentree. Also, Mr. Kingsley is
president, and Mr. Duberstein is vice president, secretary and treasurer of
Greenbelt. The business address of each of the Participants and the Associates
(other than Greensea and Hines) is 277 Park Avenue, 27th Floor, New York, New
York 10172. The business address of Greensea is P.O. Box 1561, Mary Street,
Grand Cayman, Cayman Island, British West Indies.
Hines is employed as Executive Vice President and Chief Financial Officer
of Outboard Marine Corporation, a manufacturer of outboard marine engines and
boats, which position constitutes
18
his present principal occupation. Hines's business address is 100 Sea Horse
Drive, Waukegan, IL 60085.
Stein retired as Chairman and Chief Executive Officer of Dreyfus
Corporation in August 1996.
The Participants and their associates may be deemed to have direct
beneficial ownership of the Company's Common Stock ("Shares") as follows:
APPROXIMATE
MARGIN
NAME NUMBER OF SHARES INDEBTEDNESS
---- ---------------- ------------
Greenway 2,350,000 $7.4 million
Greentree 1,500,900 $4.4 million
Greenbelt 13,336,322 $23.5 million
Greensea 2,250,000 $6.3 million
Alfred D. Kingsley 541,800 $1.6 million
Andrew P. Hines 590 --
Howard Stein 120,000 $179 thousand
The Shares were purchased in accounts which hold other securities and may
have been subject to ordinary course margin indebtedness from time-to-time. The
approximate amount of margin indebtedness attributable to the Shares as of March
22, 1999 is estimated in the table above.
Greenhouse, as the general partner of Greenway, may be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) Shares which Greenway may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as general
partners of Greenhouse, may be deemed to beneficially own Shares which
Greenhouse may be deemed to beneficially own. Each of Messrs. Kingsley and
Duberstein disclaim beneficial ownership of such Shares for all other purposes.
Greenhut, as the general partner of Greentree, may be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) Shares which Greenway may be deemed to possess direct
beneficial ownership. Each of Messrs. Kingsley and Duberstein, as members of
Greenhut, may be deemed to beneficially own Shares which Greenhut may be deemed
to beneficially own. Each of Messrs. Kingsley and Duberstein disclaim beneficial
ownership of such Shares for all other purposes.
19
Greenhut Overseas, as the investment general partner of Greensea, may be
deemed to own beneficially (as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934) Shares which Greensea may be deemed to possess
direct beneficial ownership. Each of Messrs. Kingsley and Duberstein, as members
of Greenhut Overseas, may be deemed to beneficially own Shares which Greenhut
Overseas may be deemed to beneficially own. Each of Messrs. Kingsley and
Duberstein disclaim beneficial ownership of such Shares for all other purposes.
Greenbelt has direct beneficial ownership of the Shares in the accounts
which it manages. In addition, Greenbelt is the investment advisor for Greenland
Investment Company Limited, a Cayman Islands company ("Greenland"). In such
capacity, Greenbelt has the right to vote and direct the disposition of the
1,739,700 Shares held by Greenland and, consequently, has direct beneficial
ownership of such Shares. Kingsley and Duberstein, as executive officers and
directors of Greenbelt, may be deemed to beneficially own Shares which Greenbelt
beneficially owns. Each of Kingsley and Duberstein disclaim beneficial ownership
of such Shares for all other purposes.
To the best of the knowledge of the Participants and their associates,
none has been, within the past year, a party to any contract, arrangements or
understanding with any person with respect to any securities of the Company,
including but not limited to joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profits, division of losses
or profits, or the giving or withholding of proxies, except as follows: the
respective partnership agreements of Greenway and Greentree each contains
provisions whereby its general partner (i.e., Greenhouse in the case of Greenway
and Greenhut in the case of Greentree) will receive annually a certain
percentage of realized and unrealized profits, if any, derived from the
partnership's investments. The agreements governing Greensea provide that
Greenhut Overseas, as investment general partner, will receive annually a
certain percentage of realized and unrealized profits, if any, derived from
Greensea's investments. Greenbelt also receives annually a certain percentage of
realized and unrealized profits, if any, resulting from the investments in each
of its managed accounts. Pursuant to the Articles of Association of Greenland,
Greenhut Overseas will receive annually a certain percentage of realized and
unrealized profits, if any, derived from Greenland's investments.
No Participant or Associate owns any securities of the Company of record
but not beneficially.
None of the Participants and none of their associates has any arrangement
or understanding with any person with respect to (i) any future employment with
the Company or (ii) any future
20
transactions to which the Company or any of its affiliates may be a party.
21
The following is a summary of all transactions in Company securities by
the Participants over the last two years.
- ----------------------------------------------------------------------
DATE OF NUMBER OF
TRANSACTION NATURE OF TRANSACTION SHARES
- --------------- ------------------------------- --------------
- ----------------------------------------------------------------------
07/28/97 Sale of Shares by Greenway 75,000
Partners
- ----------------------------------------------------------------------
09/03/98 Purchase of Shares by 150,000
Greenway Partners
- ----------------------------------------------------------------------
09/09/98 Purchase of Shares by 25,000
Greenway Partners
- ----------------------------------------------------------------------
10/07/98 Purchase of Shares by 40,000
Greenway Partners
- ----------------------------------------------------------------------
10/08/98 Purchase of Shares by 50,000
Greenway Partners
- ----------------------------------------------------------------------
10/09/98 Purchase of Shares by 59,300
Greenway Partners
- ----------------------------------------------------------------------
01/04/99 Purchase of Shares by 300,000
Greenway Partners
- ----------------------------------------------------------------------
01/28/99 Purchase of Shares by 350,000
Greenway Partners
- ----------------------------------------------------------------------
07/29/97 Sale of Shares by Greenbelt 39,000
for Howard Stein's managed
account
- ----------------------------------------------------------------------
07/07/98 Purchase of Shares by 45,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
07/07/98 Purchase of Shares by 15,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
07/08/98 Purchase of Shares by 40,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
07/24/98 Purchase of Shares by 25,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
07/27/98 Purchase of Shares by 15,000
Greenbelt for Howard
Stein's managed account
22
- ----------------------------------------------------------------------
DATE OF NUMBER OF
TRANSACTION NATURE OF TRANSACTION SHARES
- --------------- ------------------------------- --------------
- ----------------------------------------------------------------------
07/28/98 Purchase of Shares by 20,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
07/29/98 Purchase of Shares by 20,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
07/31/98 Purchase of Shares by 20,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
08/11/98 Purchase of Shares by 10,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
08/21/98 Purchase of Shares by 60,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
09/24/98 Purchase of Shares by 60,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
01/04/99 Purchase of Shares by 324,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
01/28/99 Purchase of Shares by 200,000
Greenbelt for Howard
Stein's managed account
- ----------------------------------------------------------------------
09/03/98 Purchase of Shares by 250,000
Alfred D. Kingsley
- ----------------------------------------------------------------------
09/04/98 Purchase of Shares by 50,000
Alfred D. Kingsley
- ----------------------------------------------------------------------
09/10/98 Purchase of Shares by 30,000
Alfred D. Kingsley
- ----------------------------------------------------------------------
10/09/98 Purchase of Shares by 71,800
Alfred D. Kingsley
- ----------------------------------------------------------------------
02/17/99 Purchase of Shares by 50,000
Alfred D. Kingsley
- ----------------------------------------------------------------------
02/17/99 Purchase of Shares by 50,000
Alfred D. Kingsley
23
- ----------------------------------------------------------------------
DATE OF NUMBER OF
TRANSACTION NATURE OF TRANSACTION SHARES
- --------------- ------------------------------- --------------
- ----------------------------------------------------------------------
02/18/99 Purchase of Shares by 40,000
Alfred D. Kingsley
- ----------------------------------------------------------------------
05/12/97 Distribution of Shares by 600,000
Greentree Partners to a
Partner
- ----------------------------------------------------------------------
05/13/97 Purchase of Shares by 550,000
Greentree Partners
- ----------------------------------------------------------------------
07/30/97 Sale of Shares by Greentree 60,000
Partners
- ----------------------------------------------------------------------
10/28/97 Purchase of Shares by 20,000
Greentree Partners
- ----------------------------------------------------------------------
03/23/98 Sale of Shares by Greentree 3,100
Partners
- ----------------------------------------------------------------------
05/18/98 Purchase of Shares by 43,100
Greentree Partners
- ----------------------------------------------------------------------
06/17/98 Purchase of Shares by 30,000
Greentree Partners
- ----------------------------------------------------------------------
06/25/98 Purchase of Shares by 20,000
Greentree Partners
- ----------------------------------------------------------------------
06/26/98 Purchase of Shares by 20,000
Greentree Partners
- ----------------------------------------------------------------------
06/29/98 Purchase of Shares by 8,900
Greentree Partners
- ----------------------------------------------------------------------
07/13/98 Purchase of Shares by 21,100
Greentree Partners
- ----------------------------------------------------------------------
07/14/98 Purchase of Shares by 20,000
Greentree Partners
- ----------------------------------------------------------------------
07/22/98 Purchase of Shares by 31,100
Greentree Partners
- ----------------------------------------------------------------------
07/23/98 Purchase of Shares by 26,500
Greentree Partners
- ----------------------------------------------------------------------
07/24/98 Purchase of Shares by 22,400
Greentree Partners
- ----------------------------------------------------------------------
07/30/98 Purchase of Shares by 28,200
Greentree Partners
24
- ----------------------------------------------------------------------
DATE OF NUMBER OF
TRANSACTION NATURE OF TRANSACTION SHARES
- --------------- ------------------------------- --------------
- ----------------------------------------------------------------------
07/31/98 Purchase of Shares by 20,000
Greentree Partners
- ----------------------------------------------------------------------
08/03/98 Purchase of Shares by 10,000
Greentree Partners
- ----------------------------------------------------------------------
08/03/98 Purchase of Shares by 11,800
Greentree Partners
- ----------------------------------------------------------------------
08/05/98 Purchase of Shares by 15,000
Greentree Partners
- ----------------------------------------------------------------------
08/21/98 Purchase of Shares by 55,000
Greentree Partners
- ----------------------------------------------------------------------
12/31/98 Purchase of Shares by 74,200
Greentree Partners
- ----------------------------------------------------------------------
01/04/99 Purchase of Shares by 186,700
Greentree Partners
- ----------------------------------------------------------------------
01/28/99 Purchase of Shares by 200,000
Greentree Partners
- ----------------------------------------------------------------------
07/30/97 Sale of Shares by Andrew P. 7,251
Hines*
- ----------------------------------------------------------------------
07/30/97 Sale of Shares by Andrew P. 12,598
Hines*
- ----------------------------------------------------------------------
08/01/97 Sale of Shares by Andrew P. 1,500
Hines*
- ----------------------------------------------------------------------
08/26/97 Sale of Shares by Andrew P. 1,000
Hines*
- ----------------------------------------------------------------------
08/26/97 Sale of Shares by Andrew P. 25,000
Hines*
- ----------------------------------------------------------------------
08/26/97 Sale of Shares by Andrew P. 66,984
Hines*
- ----------------------------------------------------------------------
03/12/98 Sale of Shares by Andrew P. 1,341
Hines*
- ----------------------------------------------------------------------
10/28/97 Purchase of Shares by 11,100
Howard Stein
- ---------------------------
* Each trade represents exercise of, and subsequent sale of stock underlying,
options held by Andrew P. Hines.
25
- ----------------------------------------------------------------------
DATE OF NUMBER OF
TRANSACTION NATURE OF TRANSACTION SHARES
- --------------- ------------------------------- --------------
- ----------------------------------------------------------------------
10/28/97 Purchase of Shares by 13,900
Howard Stein
- ----------------------------------------------------------------------
5/18/98 Purchase of Shares by 10,000
Howard Stein
- ----------------------------------------------------------------------
5/26/98 Purchase of Shares by 10,000
Howard Stein
- ----------------------------------------------------------------------
5/28/98 Purchase of Shares by 10,000
Howard Stein
- ----------------------------------------------------------------------
10/1/98 Purchase of Shares by 25,000
Howard Stein
- ----------------------------------------------------------------------
10/6/98 Purchase of Shares by 15,000
Howard Stein
- ----------------------------------------------------------------------
10/6/98 Purchase of Shares by 10,000
Howard Stein
- ----------------------------------------------------------------------
12/28/98 Purchase of Shares by 15,000
Howard Stein
- ----------------------------------------------------------------------
26
